Market Turnover
-






-
-
|
|
|
|
|
|
-
-
-
Loading

Exchange’s Disciplinary Action against Wuzhou International Holdings Limited (Delisted, Previous Stock Code: 1369) and nine directors

Regulatory
05 May 2022

香港聯合交易所有限公司
(香港交易及結算所有限公司全資附屬公司)
THE STOCK EXCHANGE OF HONG KONG LIMITED
(A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited)

 

The Stock Exchange of Hong Kong Limited

CENSURES: 
(1) Wuzhou International Holdings Limited (delisted, previous stock code: 1369)

IMPOSES A PREJUDICE TO INVESTORS’ INTERESTS STATEMENT against:
(2) Mr Shu Ce Cheng, former Chairman and executive director;
(3) Mr Shu Ce Wan, former Chairman, Chief Executive Officer and executive director;

CRITICISES:
(4) Mr Zhu Yong Qiu, executive director;
(5) Ms Cai Qiao Ling, executive director;
(6) Mr Shen Xiao Wei, Chief Executive Officer and executive director;
(7) Mr Zhou Chen, former executive director;
(8) Mr Liu Chao Dong, former independent non-executive director;
(9) Professor Shu Guo Ying, former independent non-executive director; and
(10) Dr Song Ming, former independent non-executive director.

The statements made in respect of Mr Shu Ce Cheng and Mr Shu Ce Wan above are made in addition to public censures against them. The Prejudice to Investors’ Interests Statement is a statement that, in the Exchange’s opinion, had Mr Shu Ce Cheng or Mr Shu Ce Wan remained on the board of directors of the Company and the Company remained listed, the retention of office by them would have been prejudicial to the interests of investors.

AND FURTHER DIRECTS: each of the directors (except Mr Shu Ce Cheng and Mr Shu Ce Wan) to attend 18 hours of training on regulatory and legal topics and Listing Rule compliance.

 

Between January 2017 and December 2018, the Company carried out nine transactions involving an acquisition and various disposals of equity interests in its subsidiaries, eight of which were discloseable transactions and one a very substantial disposal, for a consideration with an aggregate value over RMB1.1 billion.

The Company failed to comply with the announcement, circular and/or shareholders’ approval requirements in respect of the transactions. There were also material deficiencies in the Company’s internal controls and risk management systems.

Mr Shu Ce Cheng and/or Mr Shu Ce Wan entered into all the transactions on behalf of the Company without either informing the board of directors (except for one transaction), or taking steps to procure the Company’s compliance with the Listing Rules. They also failed to protect the Company’s interest in one disposal involving RMB350 million by allowing the registration of the purchaser as the shareholder to proceed without receiving any consideration.

The other directors failed to discharge their directors’ duties and/or obligations to use their best endeavours to procure the Company’s Listing Rule compliance, in respect of the transactions and/or the Company’s internal controls and risk management systems. Several of the directors reached a settlement with the Listing Division in respect of their Listing Rule breaches.

Key Messages:

Individual directors must ensure the board is provided with appropriate information regarding transactions, and that there is compliance with disclosure and other requirements of the Listing Rules.

Effective internal control systems are critical to ensuring Listing Rule compliance, and that appropriate information is disclosed to investors on a timely basis. All members of the board have a role to play in the establishment and maintenance of adequate controls.

 
Copies of the Statement of Disciplinary Action in respect of the Company, Mr Shu Ce Cheng, Mr Shu Ce Wan and Mr Zhu Yong Qiu and the Statement of Disciplinary Action in respect of Ms Cai Qiao Ling, Mr Shen Xiao Wei, Mr Zhou Chen, Mr Liu Chao Dong, Professor Shu Guo Ying and Dr Song Ming are available on the HKEX website. 
 

 

Ends

Updated 05 May 2022